<PAGE>

                                                                  Exhibit 10(bb)

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, MORTGAGED, PLEDGED HYPOTHECATED OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID
ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO
GREENTREE SOFTWARE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                                                          October 25, 1996


                            GREENTREE SOFTWARE, INC.

                         COMMON SHARES PURCHASE WARRANT

Void after October 25, 2001

     This Warrant (the "Warrant") entitles Wm Smith Securities, Incorporated
(the "Holder"), for value received, to purchase from GREENTREE SOFTWARE, INC., a
New York corporation (the "Company"), at any time during the period starting
from February 25, 1997 (the "Commencement Date"), to 5:00 p.m., New York time,
on October 25, 2001 (the "Expiration Date"), at which time this Warrant shall
expire and become void, Three Hundred Sixty Thousand (360,000) shares of the
Company's common shares, $0.04 par value per share (the "Stock"), subject to
adjustment as set forth herein (the "Warrant Shares"), for a price per share of
$0.30, subject to adjustment as set forth herein (the "Exercise Price").  This
Warrant also is subject to the following terms and conditions:

     1.   EXERCISE OF WARRANT.  Subject to the terms and conditions hereof, this
Warrant may be exercised in whole or in part at any time from and after the
Commencement Date and before the Expiration Date.  Exercise shall be by
presentation and surrender to the Company at its principal office of this
Warrant and the subscription form annexed hereto, executed by the Holder,
together with payment to the Company in accordance with Section 2 or 3 hereof in
an amount equal to the product of the Exercise Price multiplied by the number of
Warrant Shares being purchased upon such exercise.  It shall be a condition
precedent to the exercise of this Warrant, in whole or in part, that the Holder
shall deliver to the Company a certificate certifying that the representations
set forth in Section 9 hereof are true and correct as of the date of such
exercise.  If this Warrant is exercised in part only, the Company shall, as soon
as practicable after presentation of this Warrant upon such exercise, execute
and deliver a new Warrant, dated the date hereof, evidencing the right of the
Holder to purchase the balance of the Warrant Shares purchasable hereunder upon
the same terms and conditions herein set forth.  Upon and as of receipt by the
Company of such properly

<PAGE>

                                       -2-


completed and duly executed purchase form accompanied by payment as herein
provided, the Holder shall be deemed to be the Holder of record of the Warrant
Shares issuable upon such exercise, notwithstanding that the stock transfer
books of the Company shall then be closed or that certificates representing such
Warrant Shares shall not then actually be delivered to the Holder.

     2.   PAYMENT OF EXERCISE PRICE.  The Exercise Price for the Warrant Shares
being purchased may be paid (i) in cash or by check, (ii) by the surrender by
the Holder to the Company of any promissory notes or other obligations issued by
the Company, with all such notes and obligations so surrendered being credited
against the Exercise Price for the Warrant Shares in an amount equal to the
principal amount thereof plus accrued interest to the date of surrender, or
(iii) by any combination of the foregoing.

     3.   NET ISSUE EXERCISE.  Notwithstanding any provision herein to the
contrary, in lieu of exercising this Warrant for cash or cancellation of
indebtedness, the Holder may elect by the surrender of this Warrant, or a
portion of this Warrant, to the Company at the principal office of the Company,
with the net issue exercise notice annexed hereto duly executed, to receive,
without the payment by the Holder of any additional consideration, such number
of fully paid and nonassessable Warrant Shares as is computed using the
following formula:

                                   X = Y(A-B)
                                       ------
                                          A

where:              X =  the number of Warrant Shares to be issued to the Holder
               pursuant to this Section 3.

                    Y =  the number of shares of Stock covered by this Warrant
               or, if only a portion of the Warrant is being exercised, the
               number of shares of Stock for which the Warrant is then being
               exercised pursuant to the net issue exercise election made
               pursuant to this Section 3 (at the date of such calculation).

          A =  the fair market value of one share of Stock (at the date of such
               calculation).

                    B =  the Exercise Price in effect under this Warrant at the
               time the net issue exercise election is made pursuant to this
               Section 3.

For the purposes of this Section 3, the fair market value of one share of Stock
as of a particular date (the "Determination Date") shall be determined by the
Company's Board of Directors in good faith; provided, however, that (i) if, as
of the Determination Date, there has been a public market for the Stock for at
least 11 trading days, the fair market value per share shall be the average of
the closing prices (or bid prices if there are no such closing

<PAGE>

                                       -3-


prices) of the Stock quoted in the over-the-counter market summary or the 
closing price quoted on the Nasdaq National Market or on the primary national 
securities exchange on which the Stock is then listed, whichever is 
applicable, as published in the New York City Edition of the Wall Street 
Journal (or, if not so reported, as otherwise reported by the Nasdaq National 
Market) for the 10 trading days prior to the Determination Date; and (ii) if 
the Determination Date is the date on which the Stock is first sold by the 
Company in a firm commitment public offering under the Securities Act of 
1933, as amended (the "Act"), or if there has been a public market for the 
Stock for fewer than 11 trading days, the fair market value shall be the 
initial public offering price (before deducting commissions, discounts or 
expenses).

     4.   ADJUSTMENT OF EXERCISE PRICE.  The Exercise Price shall be subject to
adjustment from time to time upon the happening of certain events as follows:

          4.1. SUBDIVISION OR COMBINATION OF STOCK.  If at any time or from time
to time after the Commencement Date, the Company shall subdivide its outstanding
shares of Stock, the Exercise Price in effect immediately prior to such
subdivision shall be reduced proportionately and the number of Warrant Shares
(calculated to the nearest whole share) shall be increased proportionately, and
conversely, in the event the outstanding shares of Stock shall be combined into
a smaller number of shares, the Exercise Price in effect immediately prior to
such combination shall be increased proportionately and the number of Warrant
Shares (calculated to the nearest whole share) shall be decreased
proportionately.

          4.2  ADJUSTMENT FOR STOCK DIVIDENDS.  If at any time after the
Commencement Date the Company shall declare a dividend or make any other
distribution upon any class or series of stock of the Company payable in shares
of Stock or securities convertible into shares of Stock, the Exercise Price and
the number of shares to be obtained upon exercise of this Warrant shall be
adjusted proportionately to reflect the issuance of any shares of Stock or
convertible securities, as the case may be, issuable in payment of such dividend
or distribution.

          4.3  REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.
In the event of any reorganization of the capital stock of the Company, a
consolidation or merger of the Company with another corporation (other than a
merger in which the Company is the surviving corporation), the sale of all or
substantially all of the Company's assets or any transaction involving the
transfer of a majority of the voting power over the capital stock of the Company
effected in a manner such that holders of Stock shall be entitled to receive
stock, securities, or other assets or property, in each case, at any time after
the Commencement Date, then, as a condition of such reorganization,
reclassification, consolidation, merger, sale or transaction, lawful and
adequate provision shall be made whereby the Holder hereof shall have the right
to purchase and receive (in lieu of the shares of the Stock of the Company
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby) such shares of stock, securities or other assets or
property as may be issued or payable with respect to or in exchange for a number
of outstanding shares of such Stock equal to the number of shares of such Stock
immediately

<PAGE>

                                       -4-


theretofore purchasable and receivable upon the exercise of the rights
represented hereby.  In any such reorganization, consolidation, merger, sale or
transaction, including successive events of such nature, appropriate provision
shall be made with respect to the rights and interests of the Holder such that
the provisions hereof (including, without limitation, provisions for adjustments
of the Exercise Price and of the number of shares purchasable and receivable
upon the exercise of this Warrant) thereafter shall be applicable, as nearly
practicable, in relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise hereof.

          4.4  ISSUANCE OF ADDITIONAL SHARES.  The Exercise Price shall be
subject to adjustment upon the issuance of Stock or Convertible Securities so
long as any Warrant is then issued and outstanding.

               (a)  SPECIAL DEFINITIONS.  For purposes of this Section 4.4, the
following definitions shall apply:

                    (1)  "Option" shall mean contractual rights, options or
warrants to subscribe for, purchase or otherwise acquire either Stock or
Convertible Securities.

                    (2)  "Convertible Securities" shall mean any evidences of
indebtedness, shares (other than Stock and Options) or other securities directly
or indirectly convertible into or exchangeable for Stock.

                    (3)  "Additional Shares of Stock" shall mean all shares of
Stock issued (or, pursuant to Section 4.4(c), deemed to be issued) by the
Company after the Commencement Date, other than shares of Stock issued or
issuable:

                         (i)    pursuant to Options or Convertible Securities
outstanding on the Commencement Date;

                         (ii)   to directors, officers or employees of, or
consultants to, the Corporation pursuant to a stock grant or option plan or
other employee stock incentive program (collectively, the "Plans") approved by
the Board of Directors, subject to adjustment for all subdivisions and
combinations;

                         (iii)  as a dividend or distribution on the Warrant or
any event for which adjustment is made pursuant to Section 4 hereof; or

                         (iv)   by way of dividend or other distribution on
shares excluded from the definition of Additional Shares of Stock by the
foregoing clauses (i), (ii) or (iii) or this clause (iv) or on shares of Stock
so excluded.

               (b)  NO ADJUSTMENT OF EXERCISE PRICE.  No adjustment of the
Exercise Price shall be made in respect of the issuance of Additional Shares of
Stock unless the

<PAGE>

                                       -5-


consideration per share for an Additional Share of Stock issued or deemed to be
issued by the Company is less than the Exercise Price in effect on the date of,
and immediately prior to, the issue of such Additional Shares of Stock.

               (c)  ISSUANCE OF SECURITIES DEEMED TO BE AN ISSUANCE OF
ADDITIONAL SHARES OF STOCK.

                    (1)  OPTIONS AND CONVERTIBLE SECURITIES.  In the event the
Company at any time or from time to time after the Commencement Date shall issue
any Options or Convertible Securities or shall fix a record date for the
determination of holders of any class of securities entitled to receive any such
Options or Convertible Securities, then the maximum number of shares (as set
forth in the instrument relating thereto without regard to any provisions
contained therein for a subsequent adjustment of such number) of Stock issuable
upon the exercise of such Options or, in the case of Convertible Securities and
Options therefor, the conversion or exchange of such Convertible Securities,
shall be deemed to be Additional Shares of Stock issued as of the time of such
issue or, in case such a record date shall have been fixed, as of the close of
business on such record date, provided that in any such case in which Additional
Shares of Stock are deemed to be issued:

                         (i)  no further adjustment in the Exercise Price shall
be made upon the subsequent issue of Convertible Securities or shares of Stock
upon the exercise of such Options or conversion or exchange of such Convertible
Securities;

                              (ii) if such Options or Convertible Securities by
their terms provide, with the passage of time or otherwise, for any increase or
decrease in the consideration payable to the Company or in the number of shares
of Stock issuable upon the exercise, conversion or exchange thereof, the
applicable Exercise Price computed upon the original issue thereof (or upon the
occurrence of a record date with respect thereto), and any subsequent
adjustments based thereon, shall, upon any such increase or decrease becoming
effective, be recomputed to reflect such increase or decrease insofar as it
affects such Options or the rights of conversion or exchange under such
Convertible Securities.

                    (2)  Upon the expiration of any such Options or any rights
of conversion or exchange under such Convertible Securities which shall not have
been exercised, the Exercise Price computed upon the original issue thereof (or
upon the occurrence of a record date with respect thereto), and any subsequent
adjustments based thereon, shall, upon such expiration, be recomputed as if:

                         (i)  in the case of Convertible Securities or Options
for Stock, the only Additional Shares of Stock issued were the shares of Stock,
if any, actually issued upon the exercise of such Options or conversion or
exchange of such Convertible Securities and the consideration received therefor
was the consideration actually received by the Company for the issue of all such
Options, whether or not exercised, plus the consideration actually received by
the Company upon such exercise, or for the issue of all such Convertible
Securities which were actually converted or exchanged, plus the

<PAGE>

                                       -6-


additional consideration, if any, actually received by the Company upon such
conversion or exchange, and

                         (ii) in the case of Options for Convertible Securities,
only the Convertible Securities, if any, actually issued upon the exercise
thereof were issued at the time of issue of such Options, and the consideration
received by the Company for the Additional Shares of Stock actually deemed to
have been then issued was the consideration actually received by the Company for
the issue of all such Options, whether or not exercised, plus the consideration
actually received by the Company upon the issue of the Convertible Securities
with respect to which such Options were actually exercised.

                    (3)  No readjustment pursuant to clause (2) above shall have
the effect of increasing the Exercise Price to an amount which exceeds the lower
of (x) such Exercise Price on the original adjustment date, or (y) such Exercise
Price that would have resulted from any issuance of Additional Shares of Stock
between the original adjustment date and such readjustment date.

                    (4)  In the case of any Options which expire by their terms
not more than 30 days after the date of issue thereof, no adjustment of the
Exercise Price shall be made until the expiration or exercise of all such
Options; provided, however, that this clause (4) shall not apply to Options that
are issued within 30 days of a transaction described under Section 4.4(c)(1) or
(2) hereof.

               (d)  ADJUSTMENT OF EXERCISE PRICE UPON ISSUANCE OF ADDITIONAL
SHARES OF STOCK.  In the event the Company shall issue Additional Shares of
Stock (including Additional Shares of Stock deemed to be issued pursuant to
Section 4.4(c)) without consideration or for a consideration per share less than
the Exercise Price, then and in such event, such Exercise Price, shall be
reduced, concurrently with such issue, to a price (calculated to the nearest
cent) determined by multiplying the Exercise Price by a fraction:


                    (1)  the numerator of which shall be (i) the number of
shares of Stock outstanding immediately prior to the issuance of such Additional
Shares of Stock (calculated on a fully diluted basis assuming the exercise or
conversion of all Options or Convertible Securities which are exercisable or
convertible at the time such calculation is being made), plus (ii) the number of
shares of Stock which the net aggregate consideration, if any, received by the
Company for the total number of such Additional Shares of Stock so issued would
purchase at the Exercise Price in effect immediately prior to such issuance, and

                    (2)  the denominator of which shall be (i) the number of
shares of Stock outstanding immediately prior to the issuance of such Additional
Shares of Stock (calculated on a fully diluted basis assuming the exercise or
conversion of all Options or Convertible Securities which are exercisable or
convertible at the time such calculation is being made), plus (ii) the number of
such Additional Shares of Stock so issued.

<PAGE>

                                       -7-


               (e)  DETERMINATION OF CONSIDERATION.  For purposes of this
Section 4.4, the consideration received by the Company for the issue of any
Additional Shares of Stock shall be computed as follows:

                    (1)  CASH AND PROPERTY.  Such consideration shall:

                         (i)    insofar as it consists of cash, be computed at
the aggregate amount of cash received by the Company excluding amounts paid or
payable for accrued interest or accrued dividends;

                         (ii)   insofar as it consists of property other than
cash, be computed at the fair value thereof at the time of such issue, as
determined in good faith by the Board of Directors; and

                         (iii)  in the event Additional Shares of Stock are
issued together with other shares or securities or other assets of the Company
for consideration which covers both, be the proportion of such consideration so
received, computed as provided in clauses (i) and (ii) above, as determined in
good faith by the Board of Directors.

                    (2)  OPTIONS AND CONVERTIBLE SECURITIES.  The consideration
per share received by the Company for Additional Shares of Stock deemed to have
been issued pursuant to Section 4.4(c)(1), relating to Options and Convertible
Securities, shall be determined by dividing:

                         (i)    the total amount, if any, received or receivable
by the Company as consideration for the issue of such Options or Convertible
Securities, plus the minimum aggregate amount of additional consideration (as
set forth in the instruments relating thereto, without regard to any provision
contained therein for a subsequent adjustment of such consideration) payable to
the Company upon the exercise of such Options or the conversion or exchange of
such Convertible Securities, or in the case of Options for Convertible
Securities, the exercise of such Options for Convertible Securities and the
conversion or exchange of such Convertible Securities, by

                         (ii)   the maximum number of shares of Stock (as set
forth in the instruments relating thereto, without regard to any provision
contained therein for a subsequent adjustment of such number) issuable upon the
exercise of such Options or the conversion or exchange of such Convertible
Securities.

          4.5  MINIMAL ADJUSTMENTS.  No adjustment in the Exercise Price subject
to this Warrant shall be made if such adjustment would result in a change in the
number of shares represented by this Warrant of less than one share (the
"Adjustment Threshold Amount").  Any adjustment not made because the Adjustment
Threshold Amount is not satisfied shall be carried forward and made, together
with any subsequent adjustments, at such time as (a) the aggregate amount of all
such adjustments is equal to at least the Adjustment Threshold Amount or (b) the
Warrant is exercised.

<PAGE>

                                       -8-


          4.6  CERTIFICATE AS TO ADJUSTMENTS.  Upon the occurrence of each
adjustment or readjustment of the Exercise Price pursuant to this Section 4, the
Warrant shall, without any action on the part of the holder thereof, be adjusted
in accordance with this Section 4, and the Company promptly shall compute such
adjustment or readjustment in accordance with the terms hereof and prepare and
furnish to the Holder a certificate setting forth such adjustment or
readjustment, showing in detail the facts upon which such adjustment or
readjustment is based.

     5.   NOTICES OF RECORD DATE.  Upon (a) any establishment by the Company of
a record date of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend or
other distribution, or right or option to acquire securities of the Company, or
any other right, or (b) any capital reorganization, reclassification,
recapitalization, merger or consolidation of the Company with or into any other
corporation, any transfer of all or substantially all the assets of the Company,
or any voluntary or involuntary dissolution, liquidation or winding up of the
Company, the Company shall mail to the Holder at least 10 days, or such longer
period as may be required by law, prior to the record date specified therein, a
notice specifying (i) the date established as the record date for the purpose of
such dividend, distribution, option or right and a description of such dividend,
distribution, option or right, (ii) the date on which any such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation or
winding up is expected to become effective and (iii) the date, if any, fixed as
to when the holders of record of Stock (or other securities at that time
receivable upon exercise of the Warrant) shall be entitled to exchange their
shares of Stock (or such other stock or securities) for securities or other
property deliverable upon such reorganization, reclassification, transfer,
consolidation, merger, dissolution, liquidation or winding up.

     6.   NO DILUTION OR IMPAIRMENT.  The Company will not, by amendment of its
Certificate of Incorporation or By-Laws or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all action as may be
necessary or appropriate in order to protect the rights of the Holder against
dilution, or other impairment.

     7.   FRACTIONAL SHARES.  The Company shall not issue any fractional shares
nor scrip representing fractional shares upon exercise of any portion of this
Warrant.

     8.   REPRESENTATIONS, WARRANTIES AND COVENANTS.  This Warrant is issued and
delivered by the Company and accepted by each Holder on the basis of the
following representations, warranties and covenants made by the Company:

          8.1  AUTHORITY.  The Company has all necessary authority to issue,
execute and deliver this Warrant and to perform its obligations hereunder.  This
Warrant has been

<PAGE>

                                       -9-


duly authorized, issued, executed and delivered by the Company and is the valid
and binding obligation of the Company, enforceable in accordance with its terms.

          8.2  RESERVATION OF WARRANT SHARES.  The Warrant Shares issuable upon
the exercise of this Warrant have been (and any securities issuable or
deliverable upon conversion of such Warrant Shares, upon issuance or delivery,
will be) duly authorized and reserved for issuance by the Company and, when
issued in accordance with the terms hereof, will be validly issued, fully paid
and nonassessable.

     9.   INVESTMENT REPRESENTATIONS.

          9.1  PURCHASE FOR INVESTMENT.  The Holder represents and warrants that
it is acquiring the Warrant, and upon exercise will hold the Warrant Shares,
solely for its account for investment and not with a view to or for sale or
distribution of said Warrant or Warrant Shares or any part thereof.  The Holder
also represents that the entire legal and beneficial interests of the Warrant
and Warrant Shares the Holder is acquiring is being acquired for, and will be
held for, its account only.

          9.2  SECURITIES NOT REGISTERED.  The Holder understands that the
Warrant has not been registered under the Act on the basis that no distribution
or public offering of the stock of the Company is to be effected.  The Holder
realizes that the basis for the exemption may not be present if, notwithstanding
its representations, it has in mind merely acquiring the securities for a fixed
or determinable period in the future, or for a market rise, or for sale if the
market does not rise.  The Holder has no such intention.

          9.3  SECURITIES TO BE HELD INDEFINITELY.  The Holder recognizes that
the Warrant and Warrant Shares being acquired by it must be held indefinitely
unless they are subsequently registered under the Act or an exemption from such
registration is available.  The Holder recognizes that the Company has no
obligation to register the Warrant or to comply with any exemption from such
registration.

          9.4  RULE 144.  The Holder is aware that neither the Warrant nor
Warrant Shares may be sold pursuant to Rule 144 adopted under the Act unless
certain conditions are met and until the Holder has held the Warrant Shares for
at least two years.  Among the conditions for use of the Rule is the
availability of current information to the public about the Company.

          9.5  ACCREDITED INVESTOR.  The Holder represents and warrants that it
is a "accredited investor" (as such term is defined in Regulation D of the
Securities Act of 1933, as amended) and understands the risks associated with an
investment in the Company.

     10.  TRANSFER, EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT.


          10.1 RESTRICTIONS ON TRANSFER.  This Warrant may be transferred, in
whole or in part, subject to the following restrictions.  This Warrant and the
Warrant Shares or any

<PAGE>

                                      -10-


other securities ("Other Securities") received upon exercise of this Warrant
shall be subject to restrictions on transferability until registered under the
Act, unless an exemption from registration is available.  Until this Warrant and
the Warrant Shares or Other Securities are so registered, this Warrant and any
certificate for Warrant Shares or Other Securities issued or issuable upon
exercise of this Warrant shall contain a legend on the face thereof, in form and
substance satisfactory to counsel for the Company, stating that this Warrant,
the Warrant Shares or Other Securities may not be sold, transferred or otherwise
disposed of unless, in the opinion of counsel (which counsel and which opinion
shall be satisfactory to the Company), the Warrant, the Warrant Shares or Other
Securities may be transferred without such registration.

          10.2 PROCEDURE FOR TRANSFER.  Any transfer permitted hereunder shall
be made by surrender of this Warrant to the Company at its principal office or
to the Transfer Agent at its offices with a duly executed request to transfer
the Warrant, which shall provide adequate information to effect such transfer
and shall be accompanied by funds sufficient to pay any transfer taxes
applicable.  Upon satisfaction of all transfer conditions, the Company or
Transfer Agent shall, without charge, execute and deliver a new Warrant in the
name of the transferee named in such transfer request, and this Warrant promptly
shall be canceled.

          10.3 LOST, STOLEN OR DESTROYED WARRANT.  Upon receipt by the Company
of evidence satisfactory to it of loss, theft, destruction or mutilation of this
Warrant and, in the case of loss, theft or destruction, of reasonably
satisfactory indemnification, or, in the case of mutilation, upon surrender of
this Warrant, the Company will execute and deliver, or instruct the Transfer
Agent to execute and deliver, a new Warrant of like tenor and date, and any such
lost, stolen or destroyed Warrant thereupon shall become void.

          10.4 WARRANT BINDING UPON ASSIGNEE OR SUCCESSOR.  The terms and
conditions of this Warrant shall be binding upon any permitted assignee and
successor of the Holder.  Any such successor or assignee shall be obligated to
and shall immediately execute an instrument which provides that such party is
bound under the terms of this Warrant.  Any transfer, assignment or other
disposition without such execution by the proposed transferee, assignee or
successor shall be null and void.

     11.  ISSUE TAX.   The issuance of certificates for shares of Stock upon the
exercise of this Warrant shall be made without charge to the Holder of the
Warrant for any issue tax (other than applicable income taxes) in respect
thereof; provided, however, that the Company shall not be required to pay any
tax that may be payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than that of the then Holder of the
Warrant being exercised.

     12.  AMENDMENT.  The terms of this Warrant may be amended, modified or
waived only with the written consent of the parties hereto.

     13.  GOVERNING LAW.  This Warrant shall be governed by and construed in
accordance with the laws of the State of New York, as such laws are applied to
contracts

<PAGE>

                                      -11-


entered into and wholly to be performed within the State of New York and without
giving effect to any principles of conflicts or choice of law that would result
in the application of the laws of any other jurisdiction.

     IN WITNESS WHEREOF, the Company and Holder have executed this Warrant as of
October 25, 1996.

HOLDER                                       GREENTREE SOFTWARE, INC.


By:                                          By:
   ----------------------                       ---------------------------
                                                  Brad I. Markowitz
                                                  Chairman

<PAGE>

                                      -12-


                                  SUBSCRIPTION




To:                                               Date:
   -------------------------                           ----------------------


     The undersigned hereby subscribes for __________________ shares of Stock
covered by this Warrant.  The certificate(s) for such shares shall be issued in
the name of the undersigned or as otherwise indicated below:



                                                  ---------------------------
                                                  Signature



                                                  ---------------------------
                                                  Name for Registration



                                                  ---------------------------
                                                  Mailing Address


<PAGE>

                                       -13-



                       NET ISSUE EXERCISE ELECTION NOTICE


To:                                               Date:
   -------------------------                           ----------------------


     The undersigned hereby elects under Section 3 to surrender the right to
purchase _____________ shares of Stock pursuant to this Warrant.  The
certificate(s) for the shares issuable upon such net issue exercise election
shall be issued in the name of the undersigned or as otherwise indicated below.



                                                  ---------------------------
                                                  Signature



                                                  ---------------------------
                                                  Name for Registration



                                                  ---------------------------
                                                  Mailing Address

<PAGE>

                                      -14-


                                   ASSIGNMENT


For value received __________________________________________ hereby sells,
assigns and transfers unto____________________________________________
________________________________________________________________________________
            [Please print or typewrite name and address of Assignee]
________________________________________________________________________________
the within Warrant, and does hereby irrevocably constitute and appoint
__________________________________________ its attorney to transfer the within
Warrant on the books of the within named Company with full power of substitution
on the premises.


Dated:
      ------------------------


                                        -----------------------------------

In the Presence of:


-------------------------------